v3.26.1
Common Stock Purchase Warrants
6 Months Ended
Jun. 30, 2026
Common Stock Purchase Warrants  
Common Stock Purchase Warrants

(11) Common Stock Purchase Warrants

 

Private Placement

 

Pursuant to the Private Placement, the Company issued warrants to purchase up to 1,869,415 shares of common stock. These warrants have an exercise price of $5.04 per share, a three-year term and became exercisable upon stockholder approval at the Company’s special meeting held on March 24, 2026.

 

The Company evaluated the Private Placement warrants for liability or equity classification in accordance with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging, and determined that equity treatment was appropriate. The Company valued the Private Placement warrants based on their issuance date fair value of $3.74. None of the Private Placement warrants were exercised in the three or six months ended June 30, 2026.

 

The Private Placement warrants were valued using a Black-Scholes model with a risk-free rate of 3.8%-3.9%, the term of three years, and a volatility of 1.02. The estimated volatility of the Company’s common stock at the date of measurement is based on an average historical stock price volatility of comparable public companies within the biotechnology and pharmaceutical industry that were deemed to be representative of future stock price trends as the Company does not have sufficient trading history for its common stock. The risk-free rate is based on the expected term of the warrants based on the constant maturity of U.S. Treasury securities with similar maturities as of the date of grant. The expected term has been estimated using the contractual term of the warrants.

 

The gross proceeds of Private Placement were allocated to the common stock and Private Placement warrants using the relative fair value method shown as follows. Fair value of the warrants was recorded to Additional Paid-in-Capital on the Company’s consolidated balance sheet.

 

       Percent     
   Fair   of Total   Amount 
   Value   Fair Value   Allocated 
Common Stock  $5,019,388    41.8%  $5,020,598 
Private Placement Warrants   6,991,612    58.2%   6,990,402 
Total  $12,011,000    100.0%  $12,011,000 

  

 

The following table summarizes the Company’s outstanding common stock purchase warrants as of June 30, 2026:

 

           Issuance Date   Issuance Date 
   Number of   Exercise   Fair Value   Fair Value 
   Warrants   Price   per Warrant   Total 
December 2021 Initial Public Offering Warrants   19,965   $1,440.00   $1,144.80   $22,855,932 
December 2021 Placement Agent Warrants   868   $1,800.00   $1,113.48    966,501 
September 2023 Public Offering Series A Warrants   28,855   $13.56   $129.84    3,746,533 
September 2023 Placement Agent Warrants   1,443   $172.80   $127.56    184,069 
February 2024 Public Offering Series A Warrants   135,417   $24.00   $14.04    1,901,255 
February 2024 Placement Agent Warrants   12,500   $30.00   $13.80    172,500 
June 2024 Series C Warrants   354,167   $7.020   $3.24    1,147,501 
June 2024 Series D Warrants   177,083   $7.020   $2.40    424,999 
July 2024 Placement Agent Warrants   21,250   $8.780   $2.23    47,388 
February 2026 Private Placement Warrants   1,869,415   $5.040   $3.74    6,991,612 
Balance- June 30, 2026   2,620,963             $38,438,290